EXHIBIT 3.166
BY-LAWS
OF
TSI FOREST HILLS, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE - The principal office of the
Corporation shall be established and maintained in the City and County of New
York, in the State of New York.
SECTION 2. OTHER OFFICES - The Corporation may have such other
offices and places of business, within or outside the State of New York, as
shall be determined by the Board of Directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS - Meetings of the shareholders
may be held at such place or places, within or outside the State of New York, as
shall be fixed by the Board of Directors and stated in the notice of the
meeting.
SECTION 2. ANNUAL MEETING - The annual meeting of shareholders
for the election of directors and the transaction of such other business as may
properly come before the meeting shall be held, commencing in 1986, on the first
Monday in the month of May unless in any year the Board of Directors shall by
resolution fix another date for the annual meeting.
SECTION 3. NOTICE OF ANNUAL MEETING - Notice of the annual
meeting shall be given to each shareholder entitled to vote, at least ten days
prior to the meeting.
SECTION 4. SPECIAL MEETINGS - Special meetings of the
shareholders for any purpose or purposes may be called by the President or
Secretary and must be called upon receipt by either of them of the written
request of the holders of twenty-five percent of the stock then outstanding and
entitled to vote.
SECTION 5. NOTICE OF SPECIAL MEETING - Notice of a special
meeting, stating the time, place and purpose or purposes thereof, shall be given
to each shareholder entitled to vote, at least ten days prior to the meeting.
The notice shall also set forth at whose direction it is being issued.
SECTION 6. QUORUM - At any meeting of the shareholders, the
holders of a majority of the shares of stock then entitled to vote shall
constitute a quorum for all purposes, except as otherwise provided by law or the
Certificate of Incorporation.
SECTION 7. VOTING - At each meeting of the shareholders, every
holder of stock then entitled to vote may vote in person or by proxy, and,
except as may be otherwise provided by the Certificate of Incorporation, shall
have one vote for each share of stock entitled to vote registered in his name.
SECTION 8. ADJOURNED MEETINGS - Any meeting of shareholders
may be adjourned to a designated time and place by a vote of a majority in
interest of the shareholders present in person or by proxy and entitled to vote,
even though less than a quorum is so present. No notice of such an adjourned
meeting need be given, other than by announcement at the meeting, and any
business may be transacted which might have been transacted at the meeting as
originally called.
SECTION 9. ACTION BY WRITTEN CONSENT OF SHAREHOLDERS -
Whenever by any provision of statute or of the Certificate of Incorporation or
of these by-laws, the vote of shareholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action, the meeting and
vote of shareholders may be dispensed with, if all the shareholders who would
have been entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken.
ARTICLE III
DIRECTORS
SECTION 1. FUNCTION AND QUALIFICATIONS - The business of the
Corporation shall be managed by its Board of Directors, each member of which
shall be at least eighteen years of age.
SECTION 2. NUMBER - The number of directors constituting the
initial Board of Directors shall be one (1), who shall hold office for the term
for which elected and until his successor is elected and shall qualify. The
number of directors may be increased or decreased from time to time by amendment
to these by-laws made by a majority vote of the Board of Directors or by the
shareholders. The number of directors may be less than three when all of the
shares are owned by fewer than three shareholders, but in such event the number
of directors may not be less than the number of shareholders. Directors need not
be shareholders.
SECTION 3. POWERS - The Board of Directors may adopt such
rules and regulations for the conduct of its meetings, the
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exercise of its powers and the management of the affairs of the Corporation as
it may deem proper, not inconsistent with the laws of the State of New York, the
Certificate of Incorporation or these by-laws.
In addition to the powers and authorities by these by-laws
expressly conferred upon them, the directors may exercise all powers of the
Corporation and do such lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these by-laws directed or required to be
exercised or done by the shareholders.
SECTION 4. MEETINGS, QUORUM - Meetings of the Board may be
held at any place, either within or outside the State of New York, provided a
quorum be in attendance. Except as may be otherwise provided by statute or by
the Certificate of Incorporation, a majority of the directors in office shall
constitute a quorum ,at any meeting of, the Board and the vote of a majority of
a quorum of directors shall constitute the act of the Board.
The Board of Directors may hold an annual meeting, without,
notice, immediately after the annual meeting of shareholders. Regular meetings
of the Board of Directors may be established by a resolution adopted by. the
Board. The Chairman of the Board (if any) or the President or Secretary may
call, and at the request of any two directors must call, a special meeting of
the Board of Directors, five days' notice of which shall be given by mail, or
two days' notice personally or by telegraph, facsimile transmission or cable to
each director.
SECTION 5. VACANCIES, REMOVAL - Except as otherwise provided
in the Certificate of incorporation or in the following paragraph, vacancies
occurring in the membership of the Board of Directors, from whatever cause
arising (except the removal of directors without cause) may be filled by vote of
a majority of the remaining directors, although less than a quorum, or such
vacancies may be filled by the shareholders.
Anyone or more of the directors may be removed (a) either for
or without cause, at any time, by vote of the shareholders holding a majority of
the outstanding stock of the corporation entitled to vote, present in person or
by proxy, at any special meeting of the shareholders or (b) for cause, by action
of the Board of Directors at any regular or special meeting of the Board. A
vacancy or vacancies occurring from removal may be filled at a meeting of
shareholders and if the removal is by action of the Board for cause, at a
regular or special meeting of the Board of Directors.
SECTION 6. COMMITTEES - The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from its members an
executive committee or other
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committee or committees, each consisting of three or more members, with such
powers and authority (to the extent permitted by law) as may be provided in said
resolution.
SECTION 7. ACTION BY WRITTEN CONSENT OF DIRECTORS - Any action
required or permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board or of the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of the
Board or of the committee shall be filed with the minutes of the proceedings of
the Board or committee.
SECTION 8. PARTICIPATION BY CONFERENCE TELEPHONE - Anyone or
more members of the Board or any committee thereof may participate in a meeting
of such Board or committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
ARTICLE IV
OFFICERS
SECTION 1. EXECUTIVE OFFICERS - The executive officers of the
Corporation shall be a President, a Treasurer and a Secretary, all of whom shall
be elected by, and shall hold off ice at the pleasure of, the Board of
Directors. In addition, the Board of Directors may elect one or more Vice
Presidents and a Chairman of the Board of Directors. Except for the Chairman of
the Board, if one be elected, no officer need be a director. Except for the
offices of President and Secretary, any two offices or more may be held by one
person. All vacancies occurring among any of the officers shall be filled by the
Board of Directors. Any officer elected by the Board of Directors may be removed
at any time with or without cause by the affirmative vote of a majority of the
directors present at a regular meeting or special meeting of the Board of
Directors.
SECTION 2. OTHER OFFICERS - The Board of Directors may appoint
such other officers and agents with such powers and duties as it shall deem
necessary.
SECTION 3. THE CHAIRMAN OF THE BOARD - The Chairman of the
Board of Directors, if one be elected, shall be a director and shall preside at
all meetings of the Board of Directors and he shall have and perform such other
duties as from time to time may be assigned to him by the Board of Directors or
the Executive Committee.
SECTION 4. THE PRESIDENT - The President shall, in the absence
or non-election of a Chairman of the Board, preside at
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all meetings of the shareholders and directors. While the directors are not in
session, he shall have general management and control of the business and
affairs of the Corporation.
SECTION 5. THE VICE PRESIDENT - The Vice President, if there
be one elected, or if there be more than one elected, the senior Vice President,
as determined by the Board of Directors, in the absence or disability of ,the
President, shall exercise the powers and perform the duties of the President,
and each Vice President shall exercise such other powers and perform such other
duties as shall be prescribed by the directors.
SECTION 6. THE TREASURER - The Treasurer shall have custody of
all funds, securities and evidences of indebtedness of the Corporation; he shall
receive and give receipts and acquittances for moneys paid in on account of the
Corporation, and shall pay out of the funds on hand all bills, payrolls, and
other just debts of the Corporation, of whatever nature, upon maturity; he shall
enter regularly, in books to be kept by him for that purpose, full and accurate
accounts of all moneys received and paid out by him on account of the
Corporation, and he shall perform all other duties incident to the office of
Treasurer and as may be prescribed by the Board of Directors.
SECTION 7. THE SECRETARY - The Secretary shall keep the
minutes of all proceedings of the Board of Directors and of the shareholders; he
shall attend to the giving and serving of all notices to the shareholders and
Board of Directors or other notice required by law or by these by-laws; he shall
affix. the seal of the Corporation to deeds, contracts and other instruments in
writing requiring a seal, when duly signed or when so ordered by the Board of
Directors; he shall have charge of the certificate books and stock books and
such other books and papers as the Board may direct, and he shall perform all
other duties incident to the office of Secretary.
SECTION 8. SALARIES - The salaries of all officers shall be
fixed by the Board of Directors, arid the fact that any officer is a director
shall not preclude him from receiving a salary as an officer, or from voting
upon the resolution providing the same.
ARTICLE V
CAPITAL STOCK
SECTION 1. FORM AND EXECUTION OF CERTIFICATES - Certificates
of stock shall be in such form as required by the Business Corporation Law of
New York and as shall be adopted by the Board of Directors. They shall be
numbered and registered in the order issued; shall be signed by the Chairman of
the Board or by the President or a Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer
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and may be sealed with the corporate seal or a facsimile thereof. When such a
certificate is countersigned by a transfer agent or registered by a registrar,
the signatures ,of any such officers may be facsimile.
SECTION 2. TRANSFER - Transfer of shares shall be made only
upon the books of the Corporation by the registered holder in person or by duly
authorized attorney, and upon surrender of the certificate or certificates for
such shares properly assigned for transfer.
SECTION 3. LOST OR DESTROYED CERTIFICATES - The holder of any
certificates representing shares of stock of the Corporation may notify the
Corporation of any loss, theft or destruction. thereof, and the Board of
Directors may thereupon, in its discretion, cause a new certificate for the same
number of shares, to be issued to such holder upon satisfactory proof of such
loss, theft or destruction, and the, deposit of indemnity by way of bond or
otherwise, in such form and amount and with such surety or sureties as the Board
of Directors may require, to, indemnify the Corporation against loss or
liability by reason of the issuance of such new certificate.
SECTION 4. RECORD DATE - In lieu of closing the books of the
Corporation, the, Board of Directors may fix, in advance, a date as the record
date for the determination of shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to consent to or
dissent from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend, or allotment of any
rights, or for the purpose of any of her action. Such date shall not be more
than fifty nor less than ten days before the date of such meeting, for more than
fifty days prior to any other action.
ARTICLE VI
GENERAL
SECTION 1. DIVIDENDS - The Board of Directors may declare
dividends from time to time upon the capital stock of the Corporation from the
surplus or net profits available therefor.
SECTION 2. SEAL - The Board of Directors shall adopt a
suitable corporate seal which shall be in charge of the Secretary and shall be
used as authorized by the by-laws.
SECTION 3. FISCAL YEAR - The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.
SECTION 4. CHECKS, NOTES, ETC. - Checks, notes, drafts, bills
of exchange and orders for the payment of money
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shall be signed or endorsed in such manner as shall be determined by the Board
of Directors.
The funds of the Corporation shall be deposited in such bank
or trust company, and checks drawn against such funds shall be signed in such
manner as may be determined from time to time by the Board of Directors.
SECTION 5. NOTICE AND WAIVER OF NOTICE - Any notice required
to be given under these by-laws may be waived by the person entitled thereto by
a signed writing, telegram, facsimile, transmission or cable, and the presence
of any person at a meeting shall constitute waiver of notice thereof as to such
person.
Whenever any notice is required by these bylaws to be given,
personal notice is not meant unless expressly so stated: and any notice so
required shall be deemed to be sufficient if given by depositing it in a post
office or post box in a sealed postpaid wrapper, addressed to the shareholder,
officer or director entitled thereto, at such address for such person as appears
on the books of the Corporation, and such notice shall be deemed to have been
given on the day of such deposit.
ARTICLE VII
AMENDMENTS
SECTION 1. BY SHAREHOLDERS - These by-laws may be amended at
any meeting of shareholders by vote of the shareholder holding a majority of all
of the outstanding stock entitled to vote, present either in person or by proxy,
provided notice of the amendment is included in the notice or waiver of notice
of such meeting.
SECTION 2. BY DIRECTORS - The Board of Directors may from time
to time by the vote of a majority of the directors then in office make, adopt,
amend, supplement or repeal by-laws (including by-laws adopted by the
shareholders of the Corporation), but the shareholders of. the Corporation may
from time to time specify provisions of the by-laws that may not be amended or
repealed by the Board of Directors.
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